Coal of Africa Limited (ASX:CZA) made a non-binding, indicative and conditional offer to acquire Universal Coal plc (ASX:UNV) from African Minerals Exploration & Development Fund SICAR SA, IchorCoal N.V., Maple Leaf International Limited and other shareholders for approximately AUD 130 million on November 2, 2015. Under the terms, Universal Coal shareholders will receive AUD 0.25 per share as consideration. As of December 7, 2015, funding for the offer has been fully secured. Under the offer, certain eligible shareholders would be able to elect to receive consideration in the alternative form of a non-converting, secured loan note. The formal offer is subject to the unanimous recommendation of the Directors of Universal Coal, the formalization of Coal of Africa's financing arrangements and completion of due diligence exercise.

As on November 26, 2015, Eligible Universal shareholders will be entitled to receive for each Universal Share held, either AUD 0.20 in cash and 1 Coal of Africa Share or subject to eligibility under applicable securities laws, a non-converting, secured Loan Note alternative with a principal amount of AUD 0.25 per Loan Note. Restricted Universal Shareholders will instead be entitled to receive, for each Universal Share held, AUD 0.25 in cash or subject to eligibility under applicable securities laws, a non-converting, secured Loan Note alternative with a principal amount of AUD 0.25 per Loan Note. Coal of Africa has received signed statements of intent to accept the offer from Universal shareholders including the Independent Universal Directors in respect of 40.1% of Universal's total issued share capital. The cash consideration payable under the offer will be funded by Coal of Africa's existing cash reserves and through the proceeds of a $15 million (AUD 21 million) equity investment from Yishun Brightrise at a price of $0.0435 (approximately AUD 0.061) per Coal of Africa share, pursuant to the YBI subscription agreement. Coal of Africa will raise further equity capital totaling $3 million (AUD 4.2 million) on equivalent terms from one other strategic partner. In conjunction with the offer, Coal of Africa will make separate offers to the holders of certain options and warrants which, on exercise, will result in the issue of new Universal shares, to provide the holders of the relevant securities with the benefits of the offer as if they had been able to participate in the offer. These offers will be made prior to the expiry date of the relevant securities.

The transaction is subject to Coal of Africa receiving valid acceptances of the offer in respect of not less than 50% of the total voting rights carried by Universal Shares and Coal of Africa receiving valid elections for the Loan Note Alternative in respect of Universal Shares representing not less than 40% of the total voting rights carried by Universal Shares. CoAL will be required to seek approval for the acquisition by the majority of Coal of Africa shareholders at the Coal of Africa General Meeting, the approval of the acquisition by the South African competition authorities and court, all necessary regulatory and certain contractual consents being obtained on terms acceptable to Coal of Africa, all necessary authorizations and certain contractual consents being obtained on terms acceptable to Coal of Africa, the admission to trading on AIM of the New Coal of Africa shares to be issued in connection with the offer becoming effective in accordance with the AIM Rules or if CoAL and Universal so determine, each of the subscription agreements having become unconditional in all respects. In consideration for Coal of Africa pursuing the Offer, Universal has agreed to pay CoAL ZAR 5 million (AUD 0.51 million) if a competing proposal is announced. The Coal of Africa Board intends to unanimously recommend CoAL shareholders to vote in favour of the transaction. If following completion of the offer, Coal has reached the appropriate threshold shareholding in Universal it intends to procure that an application be made to remove Universal from the official list of ASX. As of November 30, 2015, the Australian Securities and Investments Commission (ASIC) has granted relief to CoAL in relation to the offer. As on December 8, 2015, South African Competition Commission has unconditionally approved the transaction. The expected date of issue of new shares is March 7, 2016. As of February 2, 2016, Independent Universal Directors unanimously recommended the transaction. As of February 18, 2016, the offer closing date has been extended to March 11, 2016. As of March 3, 2016, deal was approved by shareholders of Universal Coal. As on March 11, 2016, Coal of Africa Limited received the written consent of Investec Bank Limited to the implementation of the offer. The offer will remain open till April 15, 2016. As of April 8, 2016, the closing date of the offer was extended to April 29, 2016. As of April 22, 2016, the closing date of the offer was extended to May 20, 2016. Coal of Africa announces that further to the extension to the recommended offer for Universal Coal plc announced on April 8, 2016, it is now intended that, before completion of the Offer, the Yishun Brightrise Subscription Agreement will be replaced with a $15 million loan agreement. As of May 13, 2016, offer was extended till June 24, 2016. As of May 24, 2016, Universal Coal and Coal of Africa amended the terms of the agreement such that date by which effective date must have occurred be extended until June 3, 2016. The amendment to the terms of the agreement is to provide Coal of Africa additional time, with the cooperation of Universal, to satisfy the remaining conditions precedent to the closing of the Offer, in line with the revised closing date. As of June 7, 2016, the date of cooperation has been extended to June 24, 2016. The transaction offer period has been extended to July 15, 2016. The offer remains open for acceptance until July 5, 2016.

Investec Bank Limited is the nominated JSE Sponsor. Robert Philpot and Dennis Tucker of Qinisele Resources (Proprietary) Limited and, Matthew Armitt, Richard Crichton and Ross Allister of Peel Hunt LLP acted as financial advisor to Coal of Africa Limited. Jos Simson and Emily Fenton of Tavistock acted as public relation adviser to Coal of Africa. Richard Greenfield and Mitch Limb of GMP Securities Europe LLP acted as financial advisor to Universal. Robert Williams of FCR acted as public relation adviser to Universal. Simon Rear, Chris Rosario, Ben Stewart, Adam Hastings, Hannah Graham and Victoria Kierans of Squire Patton Boggs acted as the legal advisor for Coal of Africa Limited. Mills Oakley and Mayer Brown acted as the legal advisors for Universal Coal. BDO and Deloitte Touche Tohmatsu Australia acted as accountants and Computershare Investor Services PLC acted as transfer agent for Coal of Africa Limited. Berwin Leighton Paisner acted as legal advisor for Peel Hunt LLP. Nick Dacres-Mannings of APP Securities Pty Limited acted as financial advisor for Universal Coal plc. Charmane Russell at Olwen Auret acted as financial PR advisor to Russell & Associates. The conversion has been done using oanda.com.

Coal of Africa Limited (ASX:CZA) cancelled the acquisition of Universal Coal plc (ASX:UNV) from African Minerals Exploration & Development Fund SICAR SA, IchorCoal N.V., Maple Leaf International Limited and other shareholders on July 15, 2016. As a result, of the continued uncertainty in finalising the CSA and the other working capital funding opportunities, CoAL's directors were not able to opine on the required working capital statement on the readmission of the consideration shares and CoAL's Shares to trading on AIM.